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HomeMy WebLinkAboutAGMT - Basilio Associates Inc. PROFESSIONAL SERVICES AGREEMENT between SEAL s •,. l9 UNTY t!- City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 [Basilio Associates, Inc.] [12 J Mauchly, Suite 100] [Irvine, CA 92618 [949 - 727 -4200] This Professional Service Agreement ( "the Agreement ") is made as of [November 19, 2008] (the "Effective Date "), by and between Basilio Associates, Inc. ( "Consultant "), a Corporation, and the City of Seal Beach ( "City "), a California charter city, (collectively, "the Parties "). Recitals A. City desires certain professional services. B. Consultant represents that it is qualified and able to provide City with such services. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. Agreement 1. Scope of Services 1.1. Consultant must provide those services ( "Services ") set forth in the attached Exhibit A, which is hereby incorporated by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement must control. 1.2. Consultant must perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to Authority. 1.3. In performing this Agreement, Consultant must comply with all applicable provisions of federal, state, and local law. 1.4. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize payment for such work up to a cumulative maximum of $10,000. Payment for additional work in excess of $10,000 requires prior City Council authorization. 2. Tema This term of this Agreement shall commence as of the Effective Date and shall continue for a term of one year unless previously terminated as provided by this Agreement. 3. Consultant's Compensation City will pay Consultant in accordance with the fee schedule set forth in Exhibit _for Services but in no event will the City pay more than $17,480.00. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the rate schedule set forth in Exhibit C. 4. Method of Payment 4.1. Consultant must submit to City monthly invoices for all services rendered pursuant to his Agreement. Such invoices must be submitted within 15 days of the end of the month during which the services were rendered and must describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant within 30 days of 1 of 6 `� 1 2G receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24 hours notice from City, Consultant must allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 5. Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than thirty 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6. Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Jorge Basilio is the Consultant's sole representative for purposes of this Agreement. 7. Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 911 Seal Beach Boulevard Seal Beach, California 90740 Attn: City Manager To Consultant: 12 J Mauchly, Suite 100 Irvine, CA 92618 Attn: Jorge Basilio 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 2 of 6 . �— 8. Independent contractor 8.1. Consultant is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 8.2. Consultant shall indemnify and hold harmless City and its elected officials, officers and employees, servants, designated volunteers, and agents serving as independent contractors in the role of city or agency officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's alleged violations of personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section 5. 9. Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 10. Assignment Consultant must not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 11. Insurance 11.1. Consultant must not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant must furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy must be signed by a person authorized by that insurer to bind coverage on its behalf, and must be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 11.2. Consultant must, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may 3 of 6 I1 �'r arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage must be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); and (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto). Consultant must maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; and (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. 11.3. The insurance policies must contain the following provisions, or Consultant must provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage must be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, must stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self - insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and must not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 11.4. All insurance required by this Section must contain standard separation of insureds provisions and must not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 11.5. Any deductibles or self - insured retentions must be declared to and approved by the City. Consultant guarantees that, at the option of the City, either. (1) the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 12. Indemnification, C old Harmless, and Duty to Defend Consultant must indemnify, and hold the City, its officials, officers, employees, volunteers and agents (collectively "Indemnities ") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to 4of6 _ ��lri (03 k22_ property or persons, including wrongful death, in any manner arising out of or incident to any acts or omissions of Consultant, its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, Consultant must defend Indemnitees, at Consultant's own cost, expense, and risk, and must pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant must reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of this Agreement. 13. Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant must not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non - discrimination includes, but is not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 14. Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Worker's Compensation or to undertake self - insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 15. Entire Agreement This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 16. Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 17. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 5 of 6 r2.\?f,(0Te 18. No Third Party Rights No third party shall be deemed to have any rights hereunder against either Party as a result of this Agreement. 19. Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 20. Prohibited Interests Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City has the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 21. Attorneys' Fees If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party all of its attorney's fees and other costs incurred in connection with such action. 22. Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the even of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. 6 of 6 it is 12 20% CITY OF SEAL BEACH CONSULT By: s By: �► David Carmany, City Manager ` �._ n Name: �:L Attest: r ? 1(,(0 A —WC • . Its: By: .a Linda Devine, City Clerk By: Approved as to Form: Name: i By: '• Its: i nn Barrow, City Attorney S • ,( Bas so silciio ates. Inc. Arcivitac$aora D Planning D ®asic�re 12 J Mauchly. Suite 100. Irvine CA 92618 Phone: (949)-727-4200 Fax: (949)-727-4210 E-MAIL: JBASILIO @BASILIOCORP.COM October 27,2008 Mr. David Spitz, P.E. Associate Engineer • City of Seal Beach City Hall,211 Eight Street Seal Beach, CA 90704 Subject: Design Narrative Eisenhower Park Restrooms Remodel CIP No. PRO91 Dear Mr. Spitz The purpose of the project is to provide Design and Engineering services for remodeling the restrooms at Eisenhower Park located under the pier.The services requested by the City are as follow and : • Project Kickoff/Initiation: Meeting with City personnel to discuss Standard Requirements,see Organization Chart. Job site visit for planning and assessment purposes, including As-Built survey of the existing facilities,site conditions, utilities, and verification of the archives plan. • Restroom Construction Documents: Prepare and submit to the City: Utilities Plan, including plumbing and electrical lighting I power drawings; Limited Structural engineering and calculations are not necessary at this time, but if during a site survey phase the client decides to change the scope of work, a fee proposal will be provided. ADA and T-24 disable access analysis, plans and details, as well as Site Plan path of travel evaluation;technical specifications, and an Opinion of Portable Construction Cost. Remodel to include, but not be limited to,the following: Structure: O Replace six(6)outdoor lighting fixtures. o Powder coat railing. During the mandatory site visit, it was determined that four (4) sets of new handrails are necessary with powder coating. O New ADA accessible stainless-steel outdoor water fountain. Men's Restroom: O New GFI inside valve room. o Upgrade ventilation system. o Replace entrance doors and frames. o Remove toilet paper dispensers on walls. O Paint interior of restrooms. o Remove Mirrors. During the mandatory site visit, it was determined that they could be left in place. o New valves and fittings needed for sinks. During the mandatory site visit, it was verified that there is a sink water leak on walls. • • o Sidewall fans. The Mechanical Engineer will propose a new ventilation system at the existing louvers in order to resolve the inefficient existing ventilation. o Possibly seal and clean concrete floor. o Flushing system handles need to be re-worked. o Remove door handles. o Remove flies. The Mechanical Engineer shall propose a system to remove flies according to City guidelines.Additionally,a fly curtain can be installed. o Replace existing stall partitions doors and add new anti-graffiti panels. Women's Restroom: o Same services to be performed for the Men's restroom. Additional Services Needed or Desirable for the Project: During the mandatory site visit, it was determined that the clear coat of the four(4) exterior stainless steel canopies should be removed,cleaned, and re-sealed. It was also determined that the floor slope towards the main entrance of the restroom may not comply with ADA requirements,which would require extending the scope of work beyond the building footprint. Additional services within and beyond the building's footprints can be provided to the above-mentioned scope of work, including, but not limited to, new partitions lay-outs, new flooring, relocating existing plumbing fixtures, increasing the building's square footage,etc. Close-up of Project As-Built drawings will be provided at the end of the construction phase per mark-up provided by the General Contractor. Methodology After the field investigation is conducted, a design solution will be presented to the City Representative for final evaluation and approval in order to proceed with the construction documents phase. Please feel free to contact us at our office at(949)-727-4200 should you have any questions or comments. Very truly yours, i Jorge Basilio,AIA President, Basilic'Associates, Inc. • 0 mo.. ii_.:.. J „.., ._...d.. • i , % 4 ` • Z ' t • `s: Z U N NE o a e- ' 4 , , Q CNI 1 CA i D . C))v. p 'IL C u_ © — 0 o ii N N + ' A ti w co y O C • 0 - ' Cl)U) U) E c nr a W N Cl) a) 1- Z m Q a• Z r ''--co,a . [ O• + o ' dd a �P N O- � - s; • pN 0Q (/� Ofy ; Ya • I g ' lQ �� . 3 H • m e Y Q LL • -v V . =I O `- Q J f U _•iti a W . (/)® • Y 03 Z 03 W ® ' cC Q J CO) o ' F o w 0 ~ w •. F-�p , m 5 WaN - t = (n W o o' n m z z J , (/) >- • Z!1.1 . , ac)m , - 'r WS—'am U i... —i ge 0 CL N a'q7 Q • NJO ~ yLL �. V , II11II1 °x W b @ -) W H cam N Z . •ri. - 1 .). 2'• Z a Y CO) ' \./ ."4:-'1 6 ,--, V Y ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YY) 10/06/09 PRODUCER LIC #0E67768 1 - 925 - 660 - 3513 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION IOA Insurance Services ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 3875 Hopyard Road, Ste. 240 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Pleasanton, CA 94588 INSURERS AFFORDING COVERAGE Reno Caldwell INSURED INSURER A: Continental Casualty Company Basilio Associates, Inc. INSURERB Valley Forge Insurance Company 12 J Mauchly, Suite 100 INSURER C: U. S. Specialty Insurance Company Irvine, CA 92618 INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRI POLICY EFFECTIVE I POL EXP IRAT I O N LTR TYPE OF INSURANCE POLICY NUMBER DATE t151 /YYI DATE IMM /DD/YYI LIMITS A GENERAL LIABILITY B2099527251 07/25/09 07/25/10 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY FIRE DAMAGE (Any one fire) $ 300,000 CLAIMS MADE X OCCUR MED EXP (Any one person) $ 10,000 PERSONAL BADVINJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 1 POLICY I ° JQ n LOC B AUTOMOBILELIABIUTY B2099527251 07/25/09 07/25/10 COMBINED SINGLE LIMIT $ 1,000,000 ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) X HIRED AUTOS BODILY INJURY $ X NON -OWNED AUTOS (Per accident) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS LIABILITY EACH OCCURRENCE S 7 OCCUR CLAIMS MADE AGGREGATE $ $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION AND I ORY LAMITS I 17N EMPLOYERS' LIABILITY E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT 1 $ OTHER C Professional Liability US 09 12423 04 09/22/09 09/22/10 Per Claim x1,000,000 Annual Aggregate x1,000,000 DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS All operations of the Named Insured, including project referenced below, if any. General Liability: See Additional Insured endorsement attached. General Liability Additional Insured: City of Seal Beach CERTIFICATE HOLDER 1 I ADDITIONAL INSURED; INSURER LETTER: CANCELLATION *10 Days Notice for Non - Payment of Premium SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION David Spitz, P.B. DATE THEREOF, THE ISSUING INSURER WILL dfilfiNXIXXX1r5 MAIL 3 0 DAYS WRITTEN Associate Civil Engineer NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, ACt7E7SII7iI EXIMINCORNIMKX City of Seal Beach XININONSII5XXXXXXICIUMMUILNXXIMATAXIQNNXIMUCOMMOVIMPUMZEICEICBICX 211 8th Street Xiimag I XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX Seal Beach, CA 90740 AUTHORIZED REPRESENTATIVE USA I _ ACORD 25 - S (7/97) 102445 O ACORD CORPORATION 1988 13266873 J CNA SB- 146968 -A (Ed. 01/06) IMPORTANT: THIS ENDORSEMENT CONTAINS DUTIES THAT APPLY TO THE ADDITIONAL INSURED IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT. SEE PARAGRAPH C., OF THIS ENDORSEMENT FOR THESE DUTIES. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED ENDORSEMENT WITH PRODUCTS - COMPLETED OPERATIONS COVERAGE & BLANKET WAIVER OF SUBROGATION Architects, Engineers and Surveyors This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS A. WHO IS AN INSURED (Section C.) of the 4. The insurance provided to the additional insured Businessowners Liability Coverage Form is amended does not apply to 'bodily injury,* "property to include as an insured any person or organization damage,' °personal and advertising injury" arising whom you are required to add as an additional insured out of an architect's, engineer's, or surveyor's on this policy under a written contract or written rendering of or failure to render any professional agreement; but the written contract or written services including: agreement must be: a. The re aria approving, or failing to re P p g. PP g. 9 are P P 1. Currently in effect or becoming effective during the or approve maps, shop drawings, opinions, term of this policy; and reports, surveys, field orders, change orders 2. Executed prior to the 'bodily injury," 'property or drawings and specifications by any architect, engineer or surveyor performing damage,' or personal and advertising injury.' services on a project of which you serve as B. The insurance provided to the additional insured is construction manager; or limited as follows: b. Inspection, supervision, p p quality control, $ zc, 1. That person or organization is an additional engineering or architectural services done by insured solely for liability due to your negligence you on a project of which you serve as r. s specifically resulting from °your work" for the construction manager. R additional insured which is the subject of the s written contract or written agreement. No 5. This insurance does not apply to "bodily injury," 1 coverage applies to liability resulting from the sole 'property damage, or 'personal and advertising g negligence of the additional insured. injury arising out of: § 2. The Limits of Insurance applicable to the a. The construction or demolition work while you additional insured are those specified in the are acting as a construction or demolition written contract or written agreement or in the contractor. This exclusion does not apply to Declarations of this policy, whichever is less. work done for or by you at your premises. MUM These Limits of Insurance are inclusive of, and not C. BUSINESSOWNERS GENERAL LIABILITY NMI MEM in addition to, the Limits of Insurance shown in the CONDITIONS — Duties In The Event of Occurrence, Declarations. Offense, Claim or Suit (Section E.2.) of the ® 3. The coverage provided to the additional insured Businessowners Liability Coverage Form is amended within this endorsement and section titled to add the following: LIABILITY AND MEDICAL EXPENSE An additional insured under this endorsement will as DEFINITIONS — "Insured Contract" (Section soon as practicable: F.9.) within the Businessowners Liability Coverage Form, does not apply to 'bodily injury or "property 1 • Give written notice of an occurrence or an offense damage" arising out of the to to us which may result in a claim or "suit' under operations hazard° unless required by the written this insurance; contract or written agreement. SB- 146966 -A Page 1 of 2 (Ed. 01/06) SB- 146968 -A (Ed. 01/06) 2. Tender the defense and indemnity of any claim or against that °suit° if no other insurer defends, we °suit° to us for a Toss we cover under this will undertake to do so, but we will be entitled to Coverage Part; the additional insureds rights against all those 3. Tender the defense and indemnity of any claim or other insurers. °suit° to any other insurer which also has When this insurance is excess over other insurance for a loss we cover under this Coverage insurance, we will pay only our share of the Part; and amount of the loss, if any, that exceeds the sum 4. Agree to make available any other insurance of: which the additional insured has for a loss we (a) The total amount that all such other insurance cover under this Coverage Part. would pay for the loss in the absence of this We have no duty to defend or indemnify an additional insurance; and insured under this endorsement until we receive (b) The total of all deductible and self- insured written notice of a claim or 'suit° from the additional amounts under all that other insurance. insured. We will share the remaining loss, if any, with any D. OTHER INSURANCE (Section H. 2. & 3.) of the other insurance that is not described in this Businessowners Common Policy Conditions are Excess Insurance provision and was not bought deleted and replaced with the following: specifically to apply in excess of the Limits of 2. This insurance is excess over any other insurance Insurance shown in the Declarations of this Coverage Part. naming the additional insured as an insured whether primary, excess, contingent or on any E. TRANSFER OF RIGHTS OF RECOVERY AGAINST other basis unless a written contract or written OTHERS TO US (Section K2.) of the agreement specifically requires that this insurance Businessowners Common Policy Conditions is deleted be either primary or primary and noncontributing and replaced with the following: to the additional insureds own coverage. This 2. We waive any right of recovery we may have insurance is excess over any other insurance to against any person or organization against whom you which the additional insured has been added as have agreed to waive such right of recovery in a an additional insured by endorsement, written contract or agreement because of payments 3. When this Insurance is excess, we will have no we make for injury or damage arising out of your duty under Coverages A or B to defend the ongoing operations or your work° done under a additional insured against any suit if any other contract with that person or organization and included insurer has a duty to defend the additional insured within the 'products - completed operations hazard.° • SB- 146968 -A Page 2 of 2 (Ed. 01/06)